The Nasdaq-listed QIWI plc (PC42 profile) payment and financial services in Russia and the CIS, today announced that it will hold an extraordinary general meeting of shareholders (the “EGM”) on Monday, May 16, 2022, at 10:00am (Cyprus Time) at QIWI’s office located at 12 Kennedy Avenue, Kennedy Business Centre, 2nd floor, 1087, Nicosia, Cyprus.

Only shareholders of record at the close of business on March 30, 2022, are entitled to receive notice, attend and vote at the EGM and any adjourned meeting thereof. Holders of the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through the depositary of the Company’s ADS program, The Bank of New York Mellon. Shareholders are cordially invited to attend the EGM.

At the EGM for shareholders’ approval will be submitted the buyback program. On the recommendation of the Board of Directors (the “Board”) of the Company it is proposed to approve the acquisition by the Company directly or through any of its subsidiary of ordinary shares of the Company represented by the ADSs listed at Nasdaq Global Select Market and Moscow Exchange (MOEX), and to authorize the Board to buyback ordinary shares of the Company represented by the ADSs.

The purpose of the buyback is to purchase the ordinary shares of the Company represented by the ADSs on the open market at prices below the fundamental value in order to:

  • return additional value to shareholders;
  • use as equity consideration for potential value-accretive M&As;
  • fund the Company’s long-term incentive plan;
  • return repurchased shares back to the market when price level recovers.


The buyback program has to be executed under the following terms and conditions:

  • the total nominal value of the ordinary shares represented by the ADSs that will be acquired under by the Company or any of its subsidiary shall not exceed 10% of the total number of shares outstanding (the maximum number of shares permitted under Section 57A of the Cyprus Companies Law, Cap. 113, as amended);
  • the monetary consideration payable for the buyback shall be paid out of the realized and non-distributed profits;
  • the authority of the Board to acquire the ordinary shares represented by the ADSs shall expire within 12 months as from the date on which the buyback program is approved;
  • the acquired ordinary shares represented by the ADSs shall be disposed or cancelled within 2 years following the date when such ordinary shares represented by ADSs were acquired;
  • the maximum acquisition price shall not exceed by 5% the average buy price during the last 5 trading days before the relevant acquisition and minimum acquisition price shall be not less than par value (or its equivalent in US dollars);
  • after the buyback the net assets of the Company cannot be lower than the sum of the issued share capital and non-distributable reserves;
  • the buyback program will apply during the period beginning at the start of trading of the second trading day following the date of publication of the financial results for a particular fiscal quarter or year and continuing until the beginning of the blackout period;
  • to authorize the publication of the resolution of the EGM in at least two daily newspapers of wide circulation at least 10 days prior to the commencing of the buyback setting out the basic terms thereof and specifying the time period during which the Company intends to proceed with the acquisitions and to be repeated every time the Company implements the buyback resolution;
  • to authorize a Director and the Secretary of the Company to notify the Registrar of Companies in Cyprus within 14 days with respect to the buyback.

Further details on the agenda and procedural matters related to the EGM will be made available to the Company’s shareholders by the Company and the Company’s ADS holders through The Bank of New York Mellon.

Copies of certain materials related to the EGM, including Notice for the convocation of the EGM and forms of the shareholder’s proxy, are available on our website at